GLENVIEW, Illinois, May 8 /PRNewswire/ --
Illinois Tool Works Inc. (NYSE: ITW) today announced that an agreement
has been reached with the Enodis plc Board of Directors on the terms of a
recommended US$2.1 billion cash offer to purchase the entire issued and to be
issued ordinary share capital of Enodis. The transaction also includes the
assumption of Enodis' net debt, which was US$210 million as of September 30,
2007, bringing the total fair market value to US$2.3 billion.
Under the terms of the offer, Enodis shareholders will receive 280 pence
in cash for each share. In addition, prior to the transaction becoming
effective, Enodis will pay an interim dividend of 2 pence per share for the
fiscal year ending September 30, 2008. The transaction is structured as a
court-sanctioned scheme of arrangement under the laws of the U.K. The
transaction is subject to court approval in the U.K., the approval of Enodis
shareholders, and traditional regulatory approvals in various jurisdictions.
ITW expects the transaction to close in August 2008.
Enodis, a leader in the commercial foodservice equipment industry, had
reported revenues of approximately US$1.6 billion for fiscal year ended
September 30, 2007. The company's extensive product line includes state-of
the-art food equipment mainly for fast food restaurants, institutions and
supermarket/grocery stores. Major products encompass cooking equipment, ice
and beverage dispensing equipment, and stand-alone refrigeration as well as
refrigerated display cases. Enodis' well known brand names include Frymaster,
Garland, Lincoln, Scotsman, Convotherm and Kysor Warren.
ITW's existing food equipment businesses had revenues of US$1.9 billion
in 2007 and feature highly-regarded products primarily for casual dining
restaurants, institutions and supermarket/grocery stores. Key products
include warewashing equipment, cooking and food processing equipment,
refrigeration equipment and ventilation and pollution control systems. ITW
food equipment's leading brand names include Hobart, Vulcan, Traulsen, Avery
Berkel and Bonnet. With more than 50 businesses in 23 countries, food
equipment represented 12 percent of ITW's total company revenues in 2007.
"We strongly believe this cash offer brings significant value to Enodis'
shareholders," said David B. Speer, chairman and chief executive officer.
"The ITW offer represents a 9 percent premium to a competitive offer and a 56
percent premium to Enodis' average closing price for the 12 months ending
April 8, 2008."
"We believe that the combination of ITW Food Equipment and Enodis will
create an expanded global food equipment platform with very complementary
strategic, operational and geographical growth positions," said Speer. "The
collective businesses will have a significantly enhanced product portfolio in
addition to greater scale to compete even more effectively and successfully
in the global food equipment industry."
"As we have done in past acquisitions, we intend to operate Enodis as a
stand alone business group within the Food Equipment segment. We also
recognize the importance of Enodis' workforce to our future success and look
forward to welcoming them into ITW's food equipment group," said Speer.
ITW has scheduled a May 8 conference call to discuss this transaction at
9:00 a.m. CT. Interested participants can access the call by dialing
+1-312-470-0008. The pass code ITW is necessary to join the call. The replay
number is +1-203-369-1927; no pass code is necessary. There will be a
synchronized slide show of the Company's presentation accompanying the web
cast audio that can be accessed via its website at http://www.itw.com.
Interested participants should then access the investor relations tab.
This announcement includes "forward-looking statements" intended to
qualify for the safe harbor from liability under the Private Securities
Litigation Reform Act of 1995. These statements are based on the current
expectations of the management of ITW and are subject to uncertainty and
changes in circumstances. The forward-looking statement contained herein
include statements about the expected effects on ITW of the proposed
acquisition of Enodis, the expected timing and conditions precedent relating
to the proposed acquisition of Enodis, anticipated earnings enhancements and
other strategic options, and all other statements typically containing words
such as "intends", "expects", "anticipates", "believes", "estimates" and
words of similar import. By their nature, forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties because they relate to events and depend on circumstances that
will occur in the future. Important factors that could cause actual results
to differ materially from the Company's expectations include, but are not
limited to, unanticipated issues associated with satisfaction of the
conditions precedent relating to the proposed acquisition, the inability to
integrate successfully Enodis within ITW and changes in anticipated costs
related to the acquisition of Enodis. Additional factors that could cause
results to differ are set forth in ITW's Form 10Q for the 2008 first quarter.
Enodis is one of the leading global food and beverage equipment
manufacturers with approximately 6,800 employees and 30 factories in 9
countries. Listed in London and operationally headquartered in Tampa,
Florida, the Group's products can be found in over 100 countries. The Group's
operations comprise two primary divisions: Global Foodservice Equipment and
Food Retail Equipment.
With US$16.2 billion in revenues, ITW is a multinational manufacturer of
a diversified range of value-added industrial products and equipment. The
Company consists of approximately 825 business units in 52 countries and
employs some 60,000 people.
Web site: http://www.itw.com
Illinois Tool Works Inc.
